Key Resolutions for Postal Ballot

Resolution 1: Special Resolution

  • To approve the grant of employee stock options, equal to or more than 1% of the issued capital of the Company to the identified employee under Employee Stock Option Scheme 2026
  • Identified employee: Dr. Vikas Gupta, Managing Director and Chief Executive Officer of the Company
  • Requires separate shareholder approval under Regulation 6(3)(d) of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
  • Approval sought to authorize Board/Nomination and Remuneration Committee to grant Options in one or more tranches

Resolution 2: Special Resolution

  • To consider and approve the creation of charge on the assets of the Company under Section 180(1)(a) of Companies Act, 2013
  • For securing borrowings up to ₹1,500,00,00,000 (Rupees Fifteen Hundred Crores Only)
  • To secure borrowings availed/to be availed by the Company or any of its subsidiary company, associate company or any other group company
  • May include mortgage, hypothecation, pledge and/or charge on all or any assets of the Company

Voting Details

  • Remote e-voting period: Wednesday, October 14, 2026 at 9:00 AM (IST) to Thursday, November 12, 2026 at 5:00 PM (IST)
  • Cut-off date for determining voting rights: Friday, October 09, 2026
  • Results declaration: On or before Saturday, November 14, 2026
  • E-voting service provider: NSDL
  • Scrutinizer: Mr. S. N. Viswanathan, Practicing Company Secretary (FCS: 13685; COP No. 24335)
  • Alternate Scrutinizer: Ms. Ashwini Vartak (ACS 29463; COP No. 16723)

Explanatory Statement Details

For Resolution 1 (ESOP Grant)

  • Dr. Vikas Gupta appointed as Managing Director and Chief Executive Officer effective July 29, 2026 for 5-year term
  • Brings over two decades of experience in commercial strategy, business transformation and brand building
  • Grant intended to align management incentives with shareholder value creation
  • Vesting and realization dependent on continued association and fulfilment of vesting conditions
  • Nomination and Remuneration Committee approved identification on October 08, 2026

For Resolution 2 (Charge Creation)

  • Required for existing borrowings and future borrowing requirements
  • Needed to support business, operational and strategic requirements
  • Section 180(1)(a) of Companies Act, 2013 requires special resolution for creating security over whole/substantially whole undertaking

Document Distribution

  • Notice sent electronically to members registered in Register of Members/List of Beneficial Owners as of cut-off date
  • Physical copies not sent pursuant to MCA Circulars
  • MUFG Intime India Private Limited appointed for email registration facilitation

Inspection Availability

  • All documents referred to in Notice available for inspection between 11:00 AM and 1:00 PM on working days
  • Members can send inspection requests to investor.relations@nilpharma.co.in

Effective Date

  • Resolutions, if passed, deemed passed on last date of e-voting: Thursday, November 12, 2026